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Trident Ltd.

BSE: 521064 Sector: Industrials
NSE: TRIDENT ISIN Code: INE064C01014
BSE 11:05 | 25 Mar 65.70 -1.10
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NSE 10:59 | 25 Mar 65.75 -1.10
(-1.65%)
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OPEN 66.50
PREVIOUS CLOSE 66.80
VOLUME 9137
52-Week high 75.60
52-Week low 51.00
P/E 10.11
Mkt Cap.(Rs cr) 3,348
Buy Price 65.65
Buy Qty 151.00
Sell Price 65.80
Sell Qty 160.00
OPEN 66.50
CLOSE 66.80
VOLUME 9137
52-Week high 75.60
52-Week low 51.00
P/E 10.11
Mkt Cap.(Rs cr) 3,348
Buy Price 65.65
Buy Qty 151.00
Sell Price 65.80
Sell Qty 160.00

Trident Ltd. (TRIDENT) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 28th Annual Report and Audited FinancialStatements of the Company for the financial year ended on March 31 2018.

Financial Results

The financial performance of your Company for the year ended on March 31 2018 issummarised below:

(Rs. million)

Particulars Current Year Previous Year Growth(%)
Total Income 46705.4 47728.9 -2.1
Total Expenses 42787.4 43344.0 -1.3
EBITDA 9140.3 9919.2 -7.9
EBITDA Margin 19.6% 20.8% -120bps
Depreciation 4040.3 4124.1 -2.0
EBIT 5100.1 5795.1 -12.0
Interest (Finance Cost) 1182.1 1410.1 -16.2
Profit before tax 3918.0 4385.0 -10.6
Tax Expenses 1280.6 1015.2 26.1
Profit after tax 2637.4 3369.8 -21.7
Other Equity 23990.9 22149.2 8.31
EPS (Diluted) (H) 5.1 6.6 -21.7
Cash Earnings per share (H) 13.1 14.7 -11.02
Dividend (%) 15 15 0.0

Corporate Overview

The Company operates in diversified business segments viz. Home Textiles Paper andChemicals. The Company also has a captive power plant to cater the needs of its variousbusiness segments.

Results of Operations

Financial performance and review

The total income of the Company during the year under review have been Rs. 46705.4million as against Rs. 47728.9 million in the previous financial year. The OperatingProfit (EBITDA) for the year stood at Rs. 9140.3 million as compared to Rs. 9919.2million in the previous financial year a decrease of 7.9 percent. The Company has earneda net profit of Rs. 2637.4 million as against Rs. 3369.8 million in the previousfinancial year registering a decrease of 21.7 percent. During the year under review theadditions to Other Equity amount to Rs. 1841.7 million.

The Company's earnings per share was Rs. 5.1 and cash earnings per share was Rs. 13.10during the current year.

A detailed discussion on financial and operational performance of the Company is givenunder "Management Discussion and Analysis Report" forming part of this AnnualReport.

Changes in Share Capital

The changes in Share Capital of the Company during the Financial Year ended March 312018 are summarized as under:

(Amount in Rs.)

Date Particulars No. of shares Nominal Value Premium per share Total Securities Premium Equity share capital Cumulative Issued & Paid up Share Capital
April 1 2017 Opening Balance 509579260 5095792600 5095792600
May 9 2017 Allotment under ESOP scheme 16307 10 1.20 19568 163070 5095955670
Issued & Paid Up Share Capital as on date 5095955670

Consequent to the allotment the Paid Up Share Capital of the Company as on date standsrevised to Rs. 5095.96million comprising of 509595567 Equity Shares of Rs. 10/- each ascompared to Rs. 5095.79 million comprising of 509579260 Equity Shares of Rs. 10/-each..

Dividend

Your Company has a dividend policy that balances the dual objectives of rewardingshareholders through dividends whilst also ensuring availability of sufficient funds forgrowth of the Company. The dividend distribution policy is annexed as Annexure VII and isalso available on the official website of the Company at the following link:http://www.tridentindia.com/report/Dividend_ Distribution_Policy.pdf Consistent with thispolicy during the year under review the Board declared two Interim Dividends - IstInterim Dividend of Rs. 0.6/- (6%) per equity share of Rs. 10/- each and 2nd InterimDividend of Rs. 0.6/- (6%) aggregating to Rs. 1.2/- (12%) per equity share of Rs. 10/-each in its meeting held on August 12 2017 & January 29 2018 respectively. YourDirectors are pleased to recommend a Final Dividend of Rs. 0.3/- (3%) per equity share ofRs. 10/- each for Financial Year 2017-18 for the approval of the equity shareholders atthe ensuing Annual General Meeting. If approved the total dividend payout (interim andfinal dividend) for the financial year 2017-18 will be Rs. 1.5/- (15%) per equity share ofRs. 10/- each at par with the total dividend of Rs. 1.5 (15%) per equity share of Rs. 10/-paid for the previous financial year 2016-17.

Contribution to the Exchequer

The Company contributed a sum of Rs. 281.6 million to the exchequer by way of Goods andService Tax in addition to other direct taxes during the year under review.

Also the Company contributed a sum of Rs. 43.3 million to the exchequer by way ofCentral Excise Duty which was applicable till June 30 2017.

Exports

The exports of the Company accounted 55 percent of net sales. During the year underreview export sales marginally decreased to Rs. 25169 million as against Rs. 26665million in the previous year.

Credit Rating

The Company follows a disciplined financial approach and has been continuously workingon improving its financial risk profile. Your Directors are pleased to share that CRISILhas upgraded Long Term rating of the Company to ‘CRISIL A+/ Stable' from ‘CRISILA/ Stable' and reaffirmed the Short Term rating as ‘CRISIL A1'. Also CARE hasupgraded Long Term rating of the Company to ‘CARE AA-/ Stable' from ‘CARE A+'& Short Term rating to ‘CARE A1+' from ‘CARE A1'. These ratings symbolizelow credit risk with adequate degree of safety regarding timely servicing of financialobligations.

Expansions/Modernisations

Keeping in view the current business synergies the Company has proposed the expansionplans in the State of Madhya Pradesh with total capital outlay in tune of Rs. 7200 croresby 2025:

Paper:

• Paper Unit with the capacity of 500 tonne per day

Textile:

• Processing & CSP capacity in Bed Sheet

• Bed Linen Unit comprising of 500 looms

• Terry Towel Unit comprising of 300 looms

• Spinning unit comprising of 3 lacs spindles & 2000 Rotors

• Technical Textile Unit

• Garments/ Rugs/ Top of Bed and Fashion Bedding

Utilities:

• Co-gen Power Plant/ Solar Power Plant

• Multi-Specialty Mini Health Centre

The aforesaid projects shall be eligible for various incentives & benefits underMega Projects Policies of the State and Central Government and are subject to technicalfeasibility financial viability and evaluation.

Further the schedule of implementation shall be in a phased manner as may be approvedby the Board from time to time after financial closure & evaluation of allopportunities that will maximize value and is in the best interest of the Company &its stakeholders.

Consolidated Financial Statements

The Audited Consolidated Financial Statements prepared by the Company in accordancewith the Indian Accounting Standards [Ind AS] are provided in the Annual Report of theCompany.

Subsidiary and Associate Companies

As on the last day of financial year under review the Company had two subsidiaries -Trident Global Corp Limited the Indian wholly owned subsidiary and Trident EuropeLimited the overseas wholly owned subsidiary. Trident Global Corp Limited majorly servesas the Retail Arm of the Company. It is the face of the Company in the domestic markets.Further Trident Europe Limited provides the proximity to the European Markets &enhances the Brand Presence of the Company.

The audited accounts of the Subsidiary Companies are available on the official websiteof the Company at http://www.tridentindia.com/report/Audited_Financial_Statements_FY-2017-18_TGCL_Subsidiary.pdf andhttp://www.tridentindia. com/report/Audited_Financial_Statements_FY-2017-18_TEL_Subsidiary.pdf The annual accounts of the Company and of the Subsidiary Companies are openfor inspection by any investor at the Registered Office of the Company. The Company willalso make available copies of these documents to investors upon receipt of request fromthem. The investors if they desire may write to the Company to obtain a copy of thefinancial statements of the Subsidiary Companies. The Company has adopted Policy fordetermining Material Subsidiary and the same is also available on the official website ofthe Company at the following link: http://www.tridentindia.com/report/Policy_for_Determining_Material_Subsidiary.pdf Further Trident Infotech Inc.and Trident Global Inc. are two foreign Associate Companies of the Company. Lotus TexparkLimited is an Indian Associate Company of the Company. The statement containing highlightsof performance of each Subsidiary & Associate Company salient features of theirfinancial statements for the financial year ended on March 31 2018 and their contributionto the overall performance of the Company is attached as Annexure ‘AOC-I' and Note 48to the consolidated financial statements of the Company for the reference of the members.The same is not being repeated here for the sake of brevity.

Directors

Mr Dinesh Kumar Mittal [DIN: 00040000] was appointed as an Additional Directors of theCompany by the Board of Directors in their meeting held on August 12 2017 in the categoryof Independent Director for a period of five years w.e.f. August 12 2017 which was dulyapproved by the shareholders in the Annual General Meeting held on September 23 2017.

Pursuant to provisions of Companies Act 2013 (‘Act') and the Articles ofAssociation of the Company Mr Rajinder Gupta [DIN: 00009037] and Mr Deepak Nanda [DIN:00403335] Directors of the Company retire at the ensuing Annual General Meeting andbeing eligible offer themselves for re-appointment. The Nomination and RemunerationCommittee and Board of Directors have recommended their re-appointment for the approval ofthe shareholders of the Company in the forthcoming Annual General Meeting of the Company.

Also the Company has received declaration from all the Independent Directors of theCompany confirming that they meet the criteria of independence as applicable under Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 [‘SEBI (LODR) Regulations 2015'].

Number of Board Meetings

During the year under review the Board duly met four (4) times with a maximum gap of110 days between any two consecutive meetings. The details of the Board meeting are setout in the Corporate Governance Report which forms part of this Report.

Review of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-aliathe criteria for appointment remuneration and performance evaluation of the directors. Asmandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 ofthe SEBI (LODR) Regulations 2015 as applicable on the Company the Independent Directorsin their separate meeting held on January 29 2018 have reviewed the performance ofnon-independent directors Chairperson and Board as a whole alongwith review of qualityquantity and timeliness of flow of information between Board and management and expressedtheir satisfaction over the same. Further the Board in its meeting held on May 7 2018also reviewed the performance of the Board its committees and all Individual Directors ofthe Company and expressed its satisfaction over the performance of the Board itsCommittees and individual Directors.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis in your Company. Astatement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with Section 134(3)(m) of the Act read withthe Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure I hereto andforms part of this report.

Disclosure on ESOP

The Company introduced Employees Stock Options Plan 2007 in the financial year2007-08 after approval by the shareholders by way of a special resolution dated June 292007. The Company has made two grants under the scheme till date. The first grant was madeon July 9 2007 and second grant was made on July 23 2009 by the Nomination andRemuneration Committee (earlier known as Compensation Committee) as per the terms &conditions of Trident Employee Stock Options Plan 2007. The options were granted at thelatest available closing market price prior to the date of meeting. The Certificate fromthe Auditors of the Company that the Scheme has been implemented in accordance with theapplicable SEBI Guidelines and the resolution passed by the shareholders would be placedat the Annual General Meeting for inspection by members.

The Company had also introduced Trident Employee Stock Options Scheme 2009 and TridentEmployee Stock Options Scheme 2015 by way of trust route after the approval ofshareholders in their meeting held on August 27 2009 and September 12 2015respectively. The Company has not yet implemented the said scheme and there has not beenany grant under these both schemes till date. The disclosures as required under the SEBI(Share Based Employee Benefits) Regulations 2014 has been given on the website of theCompany under the following link: http://www.tridentindia.com/report/ESOP_Disclosure_for_FY_2017-18.pdf

Responsibility Statement of Directors

Directors' Responsibility Statement pursuant to the provisions of Section 134(3)(c)read with Section 134(5) of the Act is annexed as Annexure II hereto and forms part ofthis report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company in compliance with Section 178 ofthe Companies Act 2013 containing criteria of performance evaluation of IndependentDirectors has been designed to keep pace with the dynamic business environment and marketlinked positioning. The Policy has been duly approved and adopted by the Board pursuant torecommendations of Nomination and Remuneration Committee of the Company and forms part ofthis report as Annexure III.

Familiarization Program for Independent Directors

The details of familiarization program for independent directors are available on theofficial website of the Company at the followinglink:http://www.tridentindia.com/report/Familiarization_Program_for_Independent_Directors_FY_2017-18.pdf

Statutory Committees

The Company has duly constituted Board level Committees as mandated by the applicablelaws and as per the business requirements. The details of the same are provided in theCorporate Governance Report of the Company which forms part of this report.

Vigil Mechanism & Whistle Blower policy

The Company has implemented Vigil Mechanism & Whistle Blower policy and theoversight of the same is with Audit committee of the Company. The policy inter-aliaprovides that any Directors Employees Stakeholders who observe any unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethicspolicies improper practices or alleged wrongful conduct in the Company may report thesame to Chairman of the Audit Committee or e-mail on the email-Id :whistleblower@tridentindia.com. Identity of the Whistle Blower shall be kept confidentialto the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on officialwebsite of the Company at following link:http://www.tridentindia.com/report/Vigil_Mechanism_and_ Whistle_Blower_Policy.pdf Duringthe year under review there were no instances of fraud reported to the Audit Committee/Board. Further all recommendations of the Audit Committee were accepted by the Board.

Corporate Social Responsibility (CSR) Committee & Business Responsibility Report

CSR Committee comprises of Mr Rajiv Dewan (Chairman of the Committee) Mr RajinderGupta and Mr Deepak Nanda members of the Committee. The disclosure of the contents of CSRPolicy as prescribed and amount spent on CSR activities during the year under review aredisclosed in ‘Annual Report on CSR activities' annexed hereto as Annexure IV andforms part of this report. The Business Responsibility Report describing the initiativestaken by them from an environmental social and governance perspective in the specifiedformat is included in the Annual Report of the Company.

Risk Management Policy

The Company has adopted a Risk Management Policy with the objective of ensuringsustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach toRisk Management in order to guide decisions on risk related issues. The detailed Riskmanagement framework has been provided in the Management Discussion and Analysis Report ofthe Company.

Internal Control

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed. The details of InternalControl System are provided in the Management Discussion and Analysis Report of theCompany.

Fixed Deposits

During the year under review your Company has neither accepted any fixed deposits norany amount was outstanding as principal or interest as on balance sheet date anddisclosures prescribed in this regard under Companies (Accounts) Rules 2014 are notapplicable.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to anyof the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards ofCorporate Governance. It is always ensured that the practices being followed by theCompany are in alignment with its philosophy towards corporate governance. Thewell-defined vision and values of the Company drive it towards meeting business objectiveswhile ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents ofsystem through corporate fairness transparency and accountability. In your Company primeimportance is given to reliable financial information integrity transparency fairnessempowerment and compliance with law in letter & spirit. Your Company proactivelyrevisits its governance principles and practices as to meet the business and regulatoryneeds. Detailed compliances with the provisions of the SEBI (LODR) Regulations 2015 andCompanies Act 2013 for the year 2017-18 are given in Corporate Governance Report whichis attached and forms part of this report. The certificate of Practising Company Secretaryon compliance with corporate governance norms is also attached thereto.

Human Resources Development and Industrial Relations

The human resources development function of the Company is guided by a strong set ofvalues and policies. Your Company strives to provide the best work environment with ampleopportunities to grow and explore. Your Company maintains a work environment that is freefrom physical verbal and sexual harassment. The details of initiatives taken by theCompany for development of human resources are given in Management Discussion and AnalysisReport.

The Company maintained healthy cordial and harmonious industrial relations at alllevels during the year under review. Further no case was filed under Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013 during the yearunder review.

Auditors & Auditors' Report

During the year under review M/s Deloitte Haskins & Sells Chartered Accountantshas retired as Statutory Auditors of the Company pursuant to the provisions of theCompanies Act 2013. Further pursuant to the provisions of Section 139 of the CompaniesAct 2013 the shareholders of the Company in their 27th Annual General Meeting held onSeptember 23 2017 have approved the appointment of M/s S.R. Batliboi & Co. LLPChartered Accountants ICAI Firm Registration No: 301003E/ E300005 as Statutory Auditorsof the Company in place of M/s Deloitte Haskins & Sells Chartered Accountants for aterm of five consecutive years from the conclusion of ensuing 27th Annual General Meetinguntil the conclusion of the 32nd Annual General Meeting of the Company subject to annualratification by the shareholders in the Annual General Meeting. Accordingly theappointment of M/s S.R. Batliboi & Co. LLP Chartered Accountants is being placedbefore the shareholders for ratification.

M/s S.R. Batliboi & Co. LLP Chartered Accountants Statutory Auditors of theCompany have submitted Auditors' Report on the financial statements of the Company for thefinancial year ended on March 31 2018 being the first year of their Audit. The Auditors'Report for the year is self-explanatory & does not contain any modified opinion henceneed no comments.

Cost Audit

The Board of Directors of your Company on the recommendations of the Audit Committeehave re-appointed M/s Ramanath Iyer & Co. Cost Accountants New Delhi as costauditors for the financial year 2018-19 to carry out an audit of cost records of theCompany in respect of textiles paper and chemical divisions. The Cost Audit Report forthe financial year ended March 31 2018 is under finalization and shall be filed with theCentral Government within the prescribed time limit.

Secretarial Audit

M/s Vinod Kothari & Co. Company Secretaries Kolkata have conducted theSecretarial Audit of the Company for the financial year 2017-18 in accordance with theprovisions of Section 204 of the Companies Act 2013 read with the relevant rules in thisregard.

The Secretarial Audit Report for the financial year ended March 31 2018 is annexed asAnnexure V and forms part of this report. The Secretarial Audit Report for the year isself-explanatory & does not contain any qualification/adverse remarks hence need nocomments.

The Board of Directors of your Company on the recommendations of the Audit Committeehave re-appointed M/s Vinod Kothari & Co. Company Secretaries Kolkata as SecretarialAuditors for the financial year 2018-19 to carry out secretarial audit of the Company.

Extract of Annual Return

The extract of annual return in Form No. MGT-9 is annexed as Annexure VI and formspart of this report.

Particulars of loans guarantees or investments

The Particulars of loans investments or guarantees have been disclosed in thefinancial statements.

Disclosures regarding Managerial remuneration and particulars of employees

In accordance with the provisions of the second proviso to Section 136(1) of the Actthe Annual Report excluding this information is being sent to the members of the Company.The said information is available for inspection at the registered office of the Companyduring working hours and any member interested in obtaining such information may write tothe Company Secretary and the same will be furnished on request. The full Annual Reportincluding the aforesaid information is being sent electronically to all those members whohave registered their email addresses and is available on the Company's website athttp://www. tridentindia.com/report/Annual_Report_FY_2017-18.pdf

Contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the yearunder review with related parties were in the ordinary course of business and on an arm'slength basis. During the period under review the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the Policy on Materiality of and Dealing with Related PartyTransactions and accordingly the disclosures in Form No. AOC-2 is not applicable. Therelated party disclosures are provided in the notes to financial statements. The Policy onMateriality of and Dealing with Related Party Transactions as approved by the Board isavailable on the official website of the Company at the following link: http://www.tridentindia.com/report/Policy_on_Materiality_of_and_Dealing_with_Related_Party_Transactions.pdf

Secretarial standards

The Company has complied with all the applicable secretarial standards issued by theInstitute of Company Secretaries of India.

Green Initiatives

Electronic copies of the full Annual Report for the financial year 2017-18 and theNotice of the 28th Annual General Meeting are sent to all the members whose emailaddresses are registered with the Company/ Depository Participant. For members who havenot registered their email addresses physical copies of Abridged Annual Report are beingsent in permitted mode.

General

Your Directors state that no disclosure or reporting is required with respect to thefollowing items as there were no transactions on these items during the year under review:

1. Disclosure in respect of voting rights not exercised directly by the employees inrespect of shares to which the ESOP scheme relates as there is no provision of money byCompany for purchase of its own shares by employees or by trustees for the benefit ofemployees.

2. Material changes and commitments after the closure of the financial year till thedate of this Report which affects the financial position of the Company.

3. Change in the nature of business of the Company.

4. Details relating to deposits covered under Chapter V of the Act.

5. Issue of equity shares with differential rights as to dividend voting or otherwise.

6. Any remuneration or commission received by Managing Director of the Company fromany of its subsidiary.

7. Significant or material orders passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

Acknowledgments

It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. Your Directors acknowledge with sinceregratitude the co-operation and assistance extended by the Central Government Governmentof Punjab Government of Madhya Pradesh Financial Institution(s) Bank(s) CustomersDealers Vendors and society at large. Your Directors also wish to convey theirappreciation for collective contribution & hard work of employees across all levels.The Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders and their confidence inmanagement and look forward to their continued support in future too.

For and on behalf of the Board
Pallavi Shardul Shroff Deepak Nanda
Place: New Delhi Chairperson Managing Director
Date : May 7 2018 DIN: 00013580 DIN: 00403335

Annexure I to the Directors' Report

Information as per Section 134(3)(m) of the Companies Act 2013 read with the Rule8(3) of the Companies (Accounts) Rules 2014 and forming part of the Directors' Reportfor the financial year ended on March 31 2018.

(A) Conservation of Energy

(i) Steps taken or impact on conservation of energy:

• Installation of Variable Frequency Drives on motors.

• Maintenance of Factor of Power.

• Installation of Stage reduction of Boiler feed pumps and VFD.

• Efficient planning of fuel mix of Boiler.

• Insulation of Boiler and Steam Lines.

• Conversion of Conventional lighting with LEDs.

• Improvements in Recovery System for reducing steam consumption.

• Installation of heat exchanger.

(ii) Steps taken by the Company for utilizing alternate sources of energy

• Usage of cotton waste as a fuel.

• Increase in biomass consumption.

• Usage of Solar Water Heating System.

(iii) Capital investment on energy conservation equipment

Capital investment of Rs. 21.7 million on installation of energy conservationequipment.

(B) Technology Absorption

i. Efforts made towards technology absorption :

Replacement of screw compressor by centrifugal compressor.

ii. Benefits derived like product improvement cost reduction product development orimport substitution :

Reduction in Coal Consumption due to increase in Condensate return (Hot Water) toBoiler.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) :

(a) details of technology imported :

The latest state-of-the-art technology in spinning weaving fabric dyeing cuttingstitching packing from the world's renowned supplier considering in mind improved productquality & reduced energy consumption.

(b) year of import : 2015-18

(c) whether the technology been fully absorbed : Yes

(d) if not fully absorbed areas where absorption has not taken place and reasonsthereof : Not applicable

iv. Expenditure incurred on Research and Development:

Expenses incurred on Research and Development are booked under respective GeneralAccounting Heads and as such no amount can be quantified separately under the headResearch and Development expenses.

(C) Foreign Exchange Earnings and Outgo

(i) Activities relating to exports initiatives taken to increase exports; developmentof new export markets for products and services; and export plans

The Company is exporting its products to about 100 countries across the globe. TheCompany is growing its market base. Consistent efforts are being made to capture newavenues for exports.

(ii) Total foreign exchange used and earned

(Rs. million)

Particulars Current Year Previous Year
Earnings 25169 26665
Outgo 904.4 415.4
Travelling expenses 168.0 0.9
Other expenses 9.0 122.7

Annexure II to the Directors' Report

Directors' Responsibility Statement pursuant to the provisions of Section 134(3)(c)read with Section 134(5) of the Companies Act 2013 ("Act") and forming part ofthe Directors' Report for the year ended March 31 2018.

The statement of the Directors' responsibility on the annual accounts of the Companyfor the year ended on March 31 2018 is provided below:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith proper explanation relating to material departures from the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at end of the financial year and ofthe profit/loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and f) The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

For and on behalf of the Board
Pallavi Shardul Shroff Deepak Nanda
Place: New Delhi Chairperson Managing Director
Date : May 7 2018 DIN: 00013580 DIN: 00403335